Teleflex (TFX) acquires Standard Bariatrics for up to $300 million


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Teleflex Incorporated (NYSE: TFX), one of the world’s leading medical technology providers, today announced that it has entered into a definitive agreement to acquire Standard Bariatrics, Inc., which has commercialized innovative electrical stapling technology for surgery bariatric. Under terms of the agreement, Teleflex will acquire Standard Bariatrics for an upfront cash payment of $170 million at closing, with additional consideration of up to $130 million payable upon the achievement of certain business milestones. The acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to close in early Q4 2022.

Standard Bariatrics’ Titan SGS® addresses the unmet need for sleeve gastrectomy by providing surgeons with the longest continuous staple cut line of 23 centimeters1,2. This stapler, the first of its kind, can help users achieve a more consistent and symmetrical sleeve pocket anatomy, allowing their patients to achieve optimized results. Although each patient’s anatomy is different, the Titan SGS® line of long staples allows surgeons to plan and place staples in a single shot, minimizing variations sometimes associated with using multiple staple shots with overlapping short cartridge1,3. Additionally, the design can result in a safer staple line and less chance of leaks, as evidenced by higher burst pressures4.

“Teleflex’s strategy is to invest in innovative products and technologies that can significantly improve clinical efficiency, patient safety and comfort, reduce complications and lower the overall cost of care,” said Liam Kelly, CEO. “The acquisition of Standard Bariatrics adds an exciting and differentiated product to serve the large and growing sleeve gastrectomy market, which we estimate to perform approximately 120,000 procedures5 per year in the United States. In addition, the agreement enables Teleflex to leverage our strength in our existing bariatric surgeon appeal point, with a differentiated product that complements many of our key surgical products, including our ligation portfolio, MiniLap® percutaneous surgical system and Weck® fascial closure portfolio EFx.

Mr. Kelly added: “We are delighted to enter into this transaction, which we believe will immediately contribute to Teleflex’s revenue growth and will also improve our gross margin profile over time. We also expect the acquisition to exceed our cost of capital by the end of the fourth year following completion of the acquisition.

Teleflex expects to finance the acquisition at closing by borrowings under its revolving credit facility.

Financial Highlights and 2022 Outlook UpdateThe Titan SGS was launched commercially in the third quarter of 2021. Standard Bariatrics revenue for 2022 is expected to be approximately $15 million.

For fiscal 2022, the transaction is not expected to contribute materially to Teleflex’s revenue and is expected to have a dilutive effect of approximately $0.10 on adjusted earnings per share (excluding one-time purchase accounting items and other costs related to acquisition and integration).

For fiscal 2023, the transaction is expected to generate between $30 million and $35 million in revenue and have a dilutive effect of approximately $0.10 to $0.15 on adjusted earnings per share (excluding non-recurring purchase accounting items and other acquisition and integration costs). The transaction is expected to be accretive to revenue growth and Adjusted EPS thereafter.

The company will provide an update to its 2022 financial outlook on its third quarter earnings conference call.

About Teleflex IncorporatedTeleflex is a global provider of medical technologies designed to improve people’s health and quality of life. We apply goal-driven innovation – a relentless pursuit of identifying unmet clinical needs – for the benefit of patients and healthcare providers. Our portfolio is diverse, with solutions in Vascular Access, Interventional Cardiology and Radiology, Anesthesia, Emergency Medicine, Surgery, Urology and Respiratory Care . Teleflex employees around the world are united in the understanding that what we do every day makes a difference. For more information, please visit teleflex.com.

Teleflex is home to Arrow®, Deknatel®, LMA®, Pilling®, QuikClot®, Rüsch®, UroLift® and Weck® – trusted brands united by a common purpose.

Forward-looking statementsThis press release contains forward-looking statements, including, but not limited to, statements regarding our expectation that our acquisition of Standard Bariatrics will close early in the fourth quarter of 2022; our expectation that the transaction will enable us to leverage our strength in our existing bariatric surgeon point of call; our expectation that the transaction will immediately contribute to our revenue growth and improve our gross margin profile over time; our expectation that the acquisition will exceed our cost of capital by the end of the fourth full year following the closing of the transaction; our expectation that we will finance the acquisition at closing by borrowings under our revolving credit facility; Standard Bariatrics’ expected revenues for 2022; statements regarding the expected financial impacts of the transaction, including with respect to revenue and adjusted earnings per share for 2022, 2023 and beyond. Actual results could differ materially from those in the forward-looking statements due to, among other things, changes in business relationships with and purchases by or from major customers or suppliers; shipment delays or cancellations; market demand and acceptance of new and existing products; our inability to integrate acquired businesses into our operations, realize anticipated synergies and operate such businesses profitably in accordance with our expectations; the inability of acquired businesses to generate revenues in line with our expectations; the impact of health care reform legislation and proposed legislative changes; changes in Medicare, Medicaid and third-party coverage and reimbursements; the impact of enacted tax legislation and related regulations; competitive market conditions and the resulting effects on revenues and prices; increases in raw material costs that cannot be recovered in product prices; global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues and international conflicts and hostilities, such as the ongoing geopolitical disputes between Russia and Ukraine; public health epidemics; difficulties in entering new markets; general economic conditions; and other factors described or incorporated in our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K. We expressly disclaim any obligation to update any forward-looking statements, except as expressly provided by us or as required by law or regulation.

Teleflex, the Teleflex logo, Arrow, Deknatel, LMA, Pilling, QuikClot, Rüsch, UroLift and Weck are trademarks or registered trademarks of Teleflex Incorporated or its subsidiaries, in the United States and/or other countries. © 2022 Teleflex Incorporated. All rights reserved.

contacts: Teleflex Incorporated: Lawrence Keusch Vice President, Investor Relations and Strategy Development

John Hsu, CFA Vice President, Investor Relations

[email protected] 610-948-2836

References:

1. Salyer, CE, Thompson, J., Hoffman, A., Burstein, MD, Enochs, P., Watkins, BM, Kuethe, J. & Goodman, MD (2022). Multisite Study of Titan SGS Stapler in Longitudinal Gastric Resection. Surgical endoscopy. https://doi.org/10.1007/s00464-022-09051-x 2. Salyer, C., Goodman, M., Kuethe, J., Watkins, B., Enochs, P., Hoffman, A. & Thompson, J. (2021). Multisite study of the Titan SGS stapler in longitudinal gastric resection. 3. Toro, J., Lin, E., Patel, A., Davis, S., Sanni, A., Urrego, H., Sweeney, J., Srinivasan, J., Small, W., Mittal, P . ., Sekhar, A., & Moreno, C. (September 2014). Association of radiographic morphology with early gastroesophageal reflux and control of satiety after sleeve gastrectomy. Journal of the American College of Surgeons, 219(3), 430–438. https://doi.org/10.1016/j.jamcollsurg.2014.02.036 4. Salyer, C., Spuzzillo, A., Wakefield, D., Gomaa, D., Thompson, J., and Goodman, M. (July 2021). Performance evaluation of a new stapler for laparoscopic sleeve gastrectomy. Surgical Endoscopy, 35(7), 4016–4021. https://doi.org/10.1007/s00464-020-07858-0 5. American Society for Metabolic and Bariatric Surgery, Estimate of Bariatric Surgery Numbers, 2011-2020, published June 2022.

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Source: Teleflex Incorporated

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